Common use of Manager's Option Clause in Contracts

Manager's Option. In addition to the New Service Area, Manager shall have the option (the "Option"), exercisable in its sole discretion and pursuant to the terms and conditions of this Section 5, to add to the Service Area both of the following BTAs (herein, the "Optional Service Area"): Cedar Rapids, IA BTA Xx. 00 Xxxx Xxxx, XX BTA No. 205 The Option may be exercised by Manager at any time on or prior to January 31, 2001 (after which date the Option shall automatically expire unless previously extended by mutual agreement of the parties) by executing the Option Exercise Notice attached as Exhibit D-1 and the Asset Purchase Agreement ----------- relating to the purchase of certain assets (the "Optional Service Area Assets") from Sprint PCS by Manager in the Optional Service Area, substantially in the form attached as Exhibit D-1 (the "Option Asset Purchase Agreement"), and ----------- delivering the same to Sprint PCS by hand delivery or facsimile. The Option will automatically expire if Manager loses the right to manage the New Service Area. If Manager exercises the Option, Manager must add both the Cedar Rapids and Iowa City BTAs. Upon receipt of the Option Exercise Notice and the Option Asset Purchase Agreement executed by Manager, the Service Area shall be deemed to have been expanded to include the Optional Service Area, and Sprint PCS shall immediately countersign the Option Asset Purchase Agreement and deliver an original counterpart thereof to Manager. The Optional Service Area Assets to be purchased if the Option is exercised are listed on Exhibit A to the Option Asset --------- Purchase Agreement, as the same may be updated by the parties promptly following its execution to reflect changes and additions to such assets from the date hereof to the date of its execution. In the event of any such additions, the purchase price to be paid for the Optional Service Area Assets will increase as determined in accordance with Exhibit C to the Option Asset Purchase Agreement. The parties recognize and acknowledge that if the Option is exercised, a due diligence investigation will be undertaken and completed by Manager as provided for under the terms of the Option Asset Purchase Agreement prior to its determination of whether to make the asset purchase contemplated under such Option Asset Purchase Agreement. If Manager exercises the Option but does not purchase the Optional Service Area Assets pursuant to the terms of the Option Asset Purchase Agreement, then the BTAs in the Optional Service Area will be excluded from the Service Area. Manager shall be responsible for obtaining any required consents and releases of the various landlords for any leases acquired or to be assumed by Manager in connection with the purchase of the Optional Service Area Assets. Sprint PCS agrees that if the Option is exercised, it will use commercially reasonable efforts to facilitate these transfers. Unless and until the Option is exercised, Exhibit 2.1 attached hereto shall ----------- be deemed not to contain any reference to the BTAs that comprise the Optional Service Area. Upon such exercise, Exhibit 2.1 will be deemed to have been amended at that time to include the references therein to the BTAs that comprise the Optional Service Area. If the Option is exercised and the Option Asset Purchase Agreement is executed, the purchase price for the Optional Service Area Assets (including the right to provide Sprint PCS Services to Sprint PCS subscribers in the Optional Service Area at Closing) will be as set forth in the Option Asset Purchase Agreement. In addition, upon the closing of the Option Asset Purchase Agreement (if executed), Manager agrees to offer employment to all Sprint Spectrum employees working in the BTAs that comprise the Optional Service Area on comparable terms. For each subscriber in the Optional Service Area who receives Sprint PCS Products and Service using a Sprint PCS handset which is under warranty on the Closing Date under the Option Asset Purchase Agreement, each such handset shall be subject to the underlying handset purchase agreement and warranties of Sprint PCS insofar as provided for in such agreements. From and after such Closing Date, the cost and risk of loss from defective handsets and warranty exchanges for any subscribers shall be borne by Manager.